Thoma Bravo Acquires Dayforce for $12.3 Billion: A Strategic Move to Boost AI Capabilities in HR Tech

Dayforce to go private in $12.3 billion Thoma Bravo acquisition

Aug 21 (Reuters) - Private equity firm Thoma Bravo has agreed to buy human resources software provider Dayforce (DAY.N), opens new tab for $12.3 billion, including debt, in a take-private deal that executives hope will help expand on the company's AI capabilities. Dayforce, which operates on a single data platform, uses artificial intelligence to help companies forecast matters such as labor demand or predict employee burnout, David Ossip, the company's CEO, told Reuters in an interview on Thursday, as he elaborated on the deal's benefits. "Going private gives us more space, flexibility and resources to go much deeper on what matters the most, which is accelerating our focus on being that AI leader in HCM," Ossip said, referring to the practice known as human capital management. Under terms of the deal, Dayforce shareholders will receive $70 per share in cash, representing an equity value of $11.18 billion, according to Reuters' calculations. The offer, announced Thursday, represents a premium of 32.4% based on the stock's closing price on August 15, when news of the deal talks was first reported. While the deal marks Thoma Bravo's largest take-private deal today, the talks between Dayforce and Thoma Bravo date back years. Thoma Bravo has known Ossip, also Dayforce's founder, since before 2012, when his software company Dayforce was acquired by a larger HR and payroll provider, Ceridian. Thoma Bravo had followed Dayforce's journey into the public markets, periodically keeping its tabs on the business, Tara Gadgil, partner at Thoma Bravo, told Reuters. Thoma Bravo formally approached Dayforce about going private about a year ago, when its shares were trading in the mid-$50s - down more than 50% from its peak in 2021, Gadgil said. "We fundamentally believe that for the product differentiation, quality of revenue and recurring revenue growth that Dayforce exhibits, the public markets weren't appreciating the company," Gadgil told Reuters. DEBT LOAD RELIEF SEEN The software sector has emerged as an investment target due to resilient subscription services and recurring revenue in an economy weighed down by a deteriorating labor market, trade tariffs and erratic spending. A wave of deals in the human capital management industry in recent years signals a shift toward AI-driven, single-platform solutions, with acquisitions aimed at consolidating and enhancing the tools offered to clients. Paychex (PAYX.O), opens new tab announced its acquisition of rival Paycor for $4.1 billion at the start of the year, and Automatic Data Processing acquired WorkForce Software last year for about $1.2 billion. Analysts have said a buyout would provide Dayforce some relief from its debt load, while Thoma Bravo's deep pockets would help the company accelerate AI development and expand internationally. Dayforce's stock closed up about 2.4% on Thursday. Goldman Sachs committed a $6 billion debt financing package to support the acquisition, Bloomberg News reported on Thursday, citing a person with knowledge of the matter. Goldman declined to comment. The debt includes a $5.5 billion term loan and a $500 million revolving credit facility, the report said, adding that Goldman could sell the financing to a variety of lenders. The transaction, which includes a minority investment from a subsidiary of the Abu Dhabi Investment Authority, is expected to close early next year, Dayforce said. Thoma Bravo, which had about $184 billion in assets under management as of March 31, is among the largest software-focused investors globally. The private equity firm has acquired or invested in more than 530 software and technology companies. Reporting by Zaheer Kachwala and Jaspreet Singh in Bengaluru; Editing by Pooja Desai, Dawn Kopecki and Leslie Adler Our Standards: The Thomson Reuters Trust Principles., opens new tab * Suggested Topics: * Deals * Mergers & Acquisitions * Capital Markets Milana Vinn Thomson Reuters Milana Vinn reports on technology, media, and telecom (TMT) mergers and acquisitions. Her content usually appears in the markets and deals sections of the website. Milana previously worked at GLG and PE Hub, where she spent several years covering TMT deals in private equity. She graduated from CUNY Graduate School of Journalism with Masters in Business Journalism.

Thoma Bravo to take HR software provider Dayforce private for $12.3B - SiliconANGLE

Thoma Bravo to take HR software provider Dayforce private for $12.3B Dayforce Inc. today announced that it has agreed to be acquired by private equity firm Thoma Bravo for $12.3 billion. The deal values the human resources software provider at $70 per share. That's 32% higher than its closing price on Friday, the last trading day before a Bloomberg report revealed an acquisition was in the works. The all-cash transaction, which includes a "significant minority investment" from a subsidiary of the Abu Dhabi Investment Authority, is set to close in early 2026. Dayforce operated under the name Ceridian until last year. It provides a cloud-based platform that HR teams use to perform their day-to-day work. Over the past few years, Dayforce has updated the software with artificial intelligence features that automate tasks such as answering employee questions. The company's platform comprises several modules that each focus on a different set of HR use cases. Those modules are powered by a shared database that stores employee records. According to Dayforce, the fact that all the platform's modules share the same records removes the need to create a separate copy for each one, which reduces the risk of data errors. One of the platform's modules is designed to speed up payroll management tasks. For employees, it provides an app known as the Dayforce Wallet that can be used to hold and withdraw earnings. There's also a payment card that offers access to a network of fee-free ATMs. For recruiters, Dayforce provides tools that make it possible to identify skill gaps in a company's workforce and create job postings. Enterprises can set up a candidate portal that uses AI to recommend relevant openings for applicants. Another automation feature, Dayforce AI Assistant, speeds up the process of extending offers to prospective hires. The company's platform also promises to ease other workforce management tasks. According to Dayforce, customers can build an employee homepage that displays content personalized to specific roles. Another platform module makes it possible to create worker training programs and track course popularity. In June, Dayforce disclosed that its platform is used by more than 6,900 organizations. Those customers generated $464.7 million in revenue for the company during the second quarter, a 9.8% increase from the same time a year earlier. "We see significant opportunity to accelerate growth, deepen customer impact, and continue to drive innovation across the global HCM landscape," said Thoma Bravo managing partner Holden Spaht.

A group of funds managed by Thoma Bravo, L.P. and Abu Dhabi Investment Authority entered into and agreement to acquire Dayforce Inc. for approximately $11.5 billion in a going private transaction.

A group of funds managed by Thoma Bravo, L.P. and Abu Dhabi Investment Authority entered into and agreement to acquire Dayforce Inc. (NYSE:DAY) for approximately $11.5 billion in a going private transaction on August 20, 2025. Under the terms of the agreement, Dayforce stockholders will receive $70 per share in cash. Thoma Bravo has obtained equity and debt financing commitments for the purpose of financing the transactions contemplated by the merger agreement. Financing for the transaction is being provided by Goldman Sachs &Co. LLC. The transaction includes a significant minority investment from Abu Dhabi Investment Authority. The Dayforce is required to pay buyers a termination fee of $351 million in cash on termination of the merger agreement underspecified circumstances. The merger agreement also provides that a reverse termination fee of $702 million will be payable by buyers to the Dayforce underspecified circumstances. Upon completion of the transaction, Dayforce?s common stock will no longer be listed on any public stock exchange. The Company will continue to operate under the Dayforce name and brand. The transaction is subject to approval of Dayforce stockholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, clearance of the transaction under the Competition Act (Canada), approval by the Officer of the Comptroller of the Currency, (5) receipt of certain other regulatory approvals and the receipt of required regulatory approvals. The transaction is not subject to a financing condition. The transaction, which was approved by the Board of Directors of parties. The transaction is expected to close in early 2026. Transaction aims to accelerate Dayforce?s Growth, Customer Value, and AI Leadership in HCM. Evercore Group L.L.C. acted as financial and fairness opinion provider to Dayforce. Bradley C. Reed, Cole Parker and ?Brett R. Nelson of Kirkland & Ellis LLP acted as legal advisor to Thoma Bravo. Edward D Herlihy and Brandon C. Price of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisor to Dayforce. Goldman Sachs &Co. LLC and J.P. Morgan Securities LLCare acted as financial advisors to Thoma Bravo.

Dayforce to go private in $12.3 billion Thoma Bravo acquisition

(Reuters) -Private equity firm Thoma Bravo has agreed to buy human resources software provider Dayforce for $12.3 billion, including debt, in a take-private deal that executives hope will help expand on the company's AI capabilities. Dayforce, which operates on a single data platform, uses artificial intelligence to help companies forecast matters such as labor demand or predict employee burnout, David Ossip, the company's CEO, told Reuters in an interview on Thursday, as he elaborated on the deal's benefits. "Going private gives us more space, flexibility and resources to go much deeper on what matters the most, which is accelerating our focus on being that AI leader in HCM," Ossip said, referring to the practice known as human capital management. Under terms of the deal, Dayforce shareholders will receive $70 per share in cash, representing an equity value of $11.18 billion, according to Reuters' calculations. The offer, announced Thursday, represents a premium of 32.4% based on the stock's closing price on August 15, when news of the deal talks was first reported. While the deal marks Thoma Bravo's largest take-private deal today, the talks between Dayforce and Thoma Bravo date back years. Thoma Bravo has known Ossip, also Dayforce's founder, since before 2012, when his software company Dayforce was acquired by a larger HR and payroll provider, Ceridian. Thoma Bravo had followed Dayforce's journey into the public markets, periodically keeping its tabs on the business, Tara Gadgil, partner at Thoma Bravo, told Reuters. Thoma Bravo formally approached Dayforce about going private about a year ago, when its shares were trading in the mid-$50s - down more than 50% from its peak in 2021, Gadgil said. "We fundamentally believe that for the product differentiation, quality of revenue and recurring revenue growth that Dayforce exhibits, the public markets weren't appreciating the company," Gadgil told Reuters. DEBT LOAD RELIEF SEEN The software sector has emerged as an investment target due to resilient subscription services and recurring revenue in an economy weighed down by a deteriorating labor market, trade tariffs and erratic spending. A wave of deals in the human capital management industry in recent years signals a shift toward AI-driven, single-platform solutions, with acquisitions aimed at consolidating and enhancing the tools offered to clients. Paychex announced its acquisition of rival Paycor for $4.1 billion at the start of the year, and Automatic Data Processing acquired WorkForce Software last year for about $1.2 billion. Analysts have said a buyout would provide Dayforce some relief from its debt load, while Thoma Bravo's deep pockets would help the company accelerate AI development and expand internationally. Dayforce's stock closed up about 2.4% on Thursday. Goldman Sachs committed a $6 billion debt financing package to support the acquisition, Bloomberg News reported on Thursday, citing a person with knowledge of the matter. Goldman declined to comment. The debt includes a $5.5 billion term loan and a $500 million revolving credit facility, the report said, adding that Goldman could sell the financing to a variety of lenders. The transaction, which includes a minority investment from a subsidiary of the Abu Dhabi Investment Authority, is expected to close early next year, Dayforce said. Thoma Bravo, which had about $184 billion in assets under management as of March 31, is among the largest software-focused investors globally. The private equity firm has acquired or invested in more than 530 software and technology companies. (Reporting by Zaheer Kachwala and Jaspreet Singh in Bengaluru; Editing by Pooja Desai, Dawn Kopecki and Leslie Adler)